RAREX LIMITED — Capital/Financing Update 2018

Aug 19, 2018

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Clancy Exploration Limited Phone:(08) 6143 6720
Suite 23, 513 Hay Street
Subiaco WA 6008 www.clancyexploration.com
Australia info@clancyexploration.com
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ASX / MEDIA ANNOUNCEMENT 20 August 2018

Clancy Completes Capital Raising

Clancy Exploration Limited (ASX: CLY, CLYO) is pleased to announce that it has completed a capital raising of $750,000 (before costs) via a placement ( Placement ) of 250,000,000 ordinary shares at an issue price of $0.003 each ( Placement Shares ) as previously announced on 14 August 2018.

The Placement was made to both new and existing domestic and international institutional and sophisticated investors, and the Company is pleased to welcome new investors to its register.

The funds will be used to accelerate exploration activities including a maiden drilling program at the Bou Amzil Extension licence which lies in close proximity to the western most shaft of the world famous Bou Azzer cobalt mine. Completion of the acquisition in Morocco is expected to occur shortly, subject to local regulatory approvals. Additionally Clancy hopes to receive the necessary approvals to commence exploration activities at the Company’s Hong Kong Gold Project in the Pilbara.

The Company provides the following information in accordance with Listing Rule 3.10.5A:

• a) The dilutive effect of the Placement on existing shareholders of the Company is as follows:

follows:
Shares on issue prior to Placement	3,124,385,675
Shares issued under LR7.1A capacity	250,000,000
Total shares on issue post Placement	3,374,385,675
Total dilution effect	7.4%

• b) The shares were issued for cash consideration. The Company issued the shares as a Placement under LR 7.1A in order to accelerate exploration activities, including a maiden drill program at the Company’s proposed Moroccan cobalt project. The Company considers this was the most time efficient and low cost mechanism for raising funds at this time.

• c) There was no underwriting for this Placement.

• d) Fees of $49,810 including ASX Listing fees have been incurred in connection with the issue.

Please direct enquiries to: David Lenigas / Scott Patrizi Phone: +61 8 6143 6720 Email: info@clancyexploration.com

Web: www.clancyexploration.com

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1
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Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

CLANCY EXPLORATION LIMITED

ABN

65 105 578 756

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 +Class of +securities issued or to (a) Ordinary shares be issued (b) Ordinary shares (c) Quoted options (d) Performance Rights

• 2 Number of[+] securities issued or (a) 250,000,000 to be issued (if known) or (b) 1,000 maximum number which may (c) 125,000,000 be issued (d) 462,000,000

• 3 Principal terms of the[+] securities (a) Ordinary shares (e.g. if options, exercise price (b) Ordinary shares and expiry date; if partly paid (c) Quoted options to acquire ordinary shares, at +securities, the amount 0.4 cents each expiring 9 May 2019 outstanding and due dates for (d) Performance rights on following terms: payment; if +convertible • 115,500,000 vesting on 3 August 2019, securities, the conversion price provided that the holder does not resign and dates for conversion) from the Board before the vesting date • 115,500,000 vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.01 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date

• • 115,500,000 vesting 12 months after the

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

date that the 10 day VWAP for CLY shares on the ASX is $0.015 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date • 115,500,000 vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.02 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date

	• 115,500,000 vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.02 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vestingdate
4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i	(a) Yes (b) Yes (c) Yes (d) No as the performance rights are unquoted. If performance hurdles are met the rights will convert to ordinary fully paid shares and will from that point rank equally with other ordinary fully paid shares. They are not eligible to participate in any dividends payable and do not carry any voting rights.
	(a) $0.003 per share (b) $0.003 per share (c) Nil (d) Nil
	(a) To raise capital for acceleration of the Company’s exploration programs on its proposed Moroccan cobalt acquisition and for general working capital (“Placement”). (b) Pursuant to prospectus dated 17 August 2018. (c) Free attaching options to participants in Placement. (d) Issue of performance rights to directors as approved at meeting of shareholders held on 3 August 2018.
	Yes

6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	30 November 2017
	1,000 shares 125,000,000 quoted options
	250,000,000 shares
	Nil
	462,000,000 performance rights (exception 9)
	Issue date: 20 August 2018 Issue price: $0.003 75% of 15 day VWAP: $0.00345 Source: Patersons Securities
	N/A
	See Annexure 1
	20 August 2018

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	Number	~~+~~Class
	3,374,386,675 1,862,866,179		ORD Options to acquire ordinary shares, at 0.4 cents each expiring 9 May 2019
	Number	+Class
	120,000,000 20,000,000 30,000,000 115,500,000 115,500,000 115,500,000 115,500,000	Options to acquire ordinary shares, at $0.004 each expiring 31 May 2020 Options to acquire ordinary shares, at $0.007 each expiring 30 November 2020 Options to acquire ordinary shares, at $0.0065 each expiring 30 December 2020 Performance rights vesting on 3 August 2019, provided that the holder does not resign from the Board before the vesting date Performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.01 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date Performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.015 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date Performance rights vesting 12 months after the date that the 10 day VWAP for CLY shares on the ASX is $0.02 or higher within 3 years from the date of issue, provided that the holder does not resign from the Board before the vesting date

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

The Company currently has no dividend policy.

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non-renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements _in full_through a broker? 31 How do security holders sell_part_of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1 – shares and options only

(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Company secretary

Date: 20 August 2018

Print name: Oonagh Malone

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 2,714,207,075
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: 270,000,000 (1 December 2017)
• Number of fully paid [+] ordinary securities 178,500 (14 December 2017)
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary Nil
securities cancelled during that 12 month
period
“A” 2,984,385,575
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• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 447,657,836

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

• Insert number of[+] equity securities issued 140,000,000 (21 March 2018) or agreed to be issued in that 12 month period not counting those issued: 100 (21 March 2018) • Under an exception in rule 7.2 1,000 (20 August 2018) • Under rule 7.1A 125,000,000 (20 August 2018) • With security holder approval under rule 7.1 or rule 7.4

• Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• “C” 265,001,000

• With security holder approval under rule 7.1 or rule 7.4

Note:

• This applies to equity securities, unless specifically excluded – not just ordinary securities

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15 447,657,836 Note: number must be same as shown in Step 2 Subtract “C” 265,001,000 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 182,656,836 [Note: this is the remaining placement capacity under rule 7.1]

Part 2

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	2,984,385,575
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	298,438,557
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	250,000,000 (20 August 2018)
“E”	250,000,000

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	298,438,557
Subtract“E” Note: number must be same as shown in Step 3	250,000,000
Total[“A” x 0.10] – “E”	48,438,557 Note: this is the remaining placement capacity under rule 7.1A